UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

Magnera Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

55939A107

(CUSIP Number)

 

MARC S. DIAGONALE

CHIEF FINANCIAL OFFICER

C/O ENGINE CAPITAL MANAGEMENT, LP

1345 Avenue of the Americas, 2nd Floor

New York, New York 10105

212-321-0048

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 14, 2024

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 55939A107

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,954,333  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,954,333  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,954,333  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.5%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 55939A107

  1   NAME OF REPORTING PERSON  
         
        ENGINE JET CAPITAL, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         199,079  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          199,079  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        199,079  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP No. 55939A107

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE LIFT CAPITAL, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         204,929  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          204,929  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        204,929  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

4

CUSIP No. 55939A107

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL MANAGEMENT, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,358,341  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,358,341  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,358,341  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.7%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

CUSIP No. 55939A107

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL MANAGEMENT GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,358,341  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,358,341  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,358,341  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.7%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

CUSIP No. 55939A107

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE INVESTMENTS, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,153,412  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,153,412  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,153,412  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

7

CUSIP No. 55939A107

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE INVESTMENTS II, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         204,929  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          204,929  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        204,929  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

8

CUSIP No. 55939A107

 

  1   NAME OF REPORTING PERSON  
         
        ARNAUD AJDLER  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        BELGIUM  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,358,341  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,358,341  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,358,341  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.7%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

9

CUSIP No. 55939A107

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.Security and Issuer.

This statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of Magnera Corporation, a Pennsylvania corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 9335 Harris Corners Pkwy, Suite 300, Charlotte, North Carolina 28269.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect to the Shares directly and beneficially owned by it;
(ii)Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect to the Shares directly and beneficially owned by it;
(iii)Engine Lift Capital, LP, a Delaware limited partnership (“Engine Lift”), with respect to the Shares directly and beneficially owned by it;
(iv)Engine Capital Management, LP, a Delaware limited partnership (“Engine Management”), as the investment manager of each of Engine Capital, Engine Jet and Engine Lift;
(v)Engine Capital Management GP, LLC, a Delaware limited liability company (“Engine GP”), as the general partner of Engine Management;
(vi)Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”), as the general partner of each of Engine Capital and Engine Jet;
(vii)Engine Investments II, LLC, a Delaware limited liability company (“Engine Investments II”), as the general partner of Engine Lift; and
(viii)Arnaud Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP, Engine Investments and Engine Investments II.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The principal business address of each of Engine Capital, Engine Jet, Engine Lift, Engine Management, Engine GP, Engine Investments, Engine Investments II and Mr. Ajdler is 1345 Avenue of the Americas, 2nd Floor, New York, New York 10105.

(c)       The principal business of each of Engine Capital, Engine Jet and Engine Lift is investing in securities. Engine Management serves as the investment manager of each of Engine Capital, Engine Jet and Engine Lift. Engine GP serves as the general partner of Engine Management. Engine Investments serves as the general partner of each of Engine Capital and Engine Jet. Engine Investments II serves as the general partner of Engine Lift. Mr. Ajdler serves as the managing partner of Engine Management and the managing member of each of Engine GP, Engine Investments and Engine Investments II.

10

CUSIP No. 55939A107

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Mr. Ajdler is a citizen of Belgium.

Item 3.Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Engine Capital, Engine Jet and Engine Lift were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,954,333 Shares beneficially owned by Engine Capital is approximately $36,239,400, including brokerage commissions. The aggregate purchase price of the 199,079 Shares beneficially owned by Engine Jet is approximately $3,691,723, including brokerage commissions. The aggregate purchase price of the 204,929 Shares beneficially owned by Engine Lift is approximately $3,799,869, including brokerage commissions.

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on their belief that the Shares, when purchased, constituted an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position, results and strategic direction, actions taken by the Issuer’s management and the Board of Directors (the “Board”), other investment opportunities available to the Reporting Persons, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications and information exchanges with the Issuer’s management and Board, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, making recommendations concerning changes to the Issuer’s operations, governance or capitalization, potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, acquiring additional Shares, disposing of some or all of Shares, or changing their intention with respect to any and all matters referred to in Item 4.

11

CUSIP No. 55939A107

Item 5.Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 35,341,220 Shares outstanding as of November 4, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2024.

A.Engine Capital
(a)As of the date hereof, Engine Capital directly owned 1,954,333 Shares.

Percentage: Approximately 5.5%

(b)1. Sole power to vote or direct vote: 1,954,333
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,954,333
4. Shared power to dispose or direct the disposition: 0

 

B.Engine Jet
(a)As of the date hereof, Engine Jet directly owned 199,079 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 199,079
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 199,079
4. Shared power to dispose or direct the disposition: 0

 

C.Engine Lift
(a)As of the date hereof, Engine Lift directly owned 204,929 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 204,929
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 204,929
4. Shared power to dispose or direct the disposition: 0

 

D.Engine Management
(a)Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Lift, may be deemed to beneficially own the 2,358,341 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift.

Percentage: Approximately 6.7%

(b)1. Sole power to vote or direct vote: 2,358,341
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,358,341
4. Shared power to dispose or direct the disposition: 0

 

12

CUSIP No. 55939A107

E.Engine GP
(a)Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 2,358,341 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift.

Percentage: Approximately 6.7%

(b)1. Sole power to vote or direct vote: 2,358,341
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,358,341
4. Shared power to dispose or direct the disposition: 0

 

F.Engine Investments
(a)Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 2,153,412 Shares owned in the aggregate by Engine Capital and Engine Jet.

Percentage: Approximately 6.1%

(b)1. Sole power to vote or direct vote: 2,153,412
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,153,412
4. Shared power to dispose or direct the disposition: 0

 

G.Engine Investments II
(a)Engine Investments II, as the general partner of Engine Lift, may be deemed to beneficially own the 204,929 Shares owned by Engine Lift.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 204,929
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 204,929
4. Shared power to dispose or direct the disposition: 0

 

H.Arnaud Ajdler
(a)Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP, Engine Investments and Engine Investments II, may be deemed to beneficially own the 2,358,341 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift.

Percentage: Approximately 6.7%

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CUSIP No. 55939A107

(b)1. Sole power to vote or direct vote: 2,358,341
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,358,341
4. Shared power to dispose or direct the disposition: 0

 

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)The transactions in the Shares during the past 60 days by certain of the Reporting Persons are set forth on Schedule A attached hereto and are incorporated herein by reference.
(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On November 21, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing Agreement, dated November 21, 2024.

14

CUSIP No. 55939A107

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 21, 2024

  Engine Capital, L.P.
   
  By:

Engine Investments, LLC,

General Partner

     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Jet Capital, L.P.
   
  By:

Engine Investments, LLC,

General Partner

     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Lift Capital, LP
   
  By:

Engine Investments II, LLC,

General Partner

     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Capital Management, LP
   
  By:

Engine Capital Management GP, LLC,

General Partner

     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

15

CUSIP No. 55939A107

 

  Engine Capital Management GP, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Investments, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Investments II, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

 

/s/ Arnaud Ajdler

  Arnaud Ajdler

 

16

CUSIP No. 55939A107

 

SCHEDULE A

 

Transactions in the Shares of the Issuer During the Past 60 Days

 

Nature of Transaction Amount of Securities
Purchased/(Sold)		 Price per Share ($) Date of Purchase/Sale

 

ENGINE CAPITAL, L.P.

 

Purchase of Common Stock  700,087  18.6654 11/07/2024
Purchase of Common Stock  556,471  18.9777 11/08/2024
Purchase of Common Stock  1,216  17.7972 11/14/2024
Purchase of Common Stock  220,726  17.7972 11/14/2024
Purchase of Common Stock  1,492  17.7972 11/14/2024
Purchase of Common Stock  415  17.8280 11/15/2024
Purchase of Common Stock  58,753  17.8280 11/15/2024
Purchase of Common Stock  331,476  18.1966 11/18/2024
Purchase of Common Stock  829  18.0658 11/19/2024
Purchase of Common Stock  82,868  18.0658 11/19/2024

 

ENGINE JET CAPITAL, L.P.

Purchase of Common Stock  71,384  18.6654 11/07/2024
Purchase of Common Stock  56,740  18.9777 11/08/2024
Purchase of Common Stock  22,484  17.7972 11/14/2024
Purchase of Common Stock  152  17.7972 11/14/2024
Purchase of Common Stock  42  17.8280 11/15/2024
Purchase of Common Stock  5,985  17.8280 11/15/2024
Purchase of Common Stock  33,766  18.1966 11/18/2024
Purchase of Common Stock  84  18.0658 11/19/2024
Purchase of Common Stock  8,442  18.0658 11/19/2024

 

ENGINE LIFT CAPITAL, LP

 

Purchase of Common Stock  73,298  18.6654 11/07/2024
Purchase of Common Stock  58,262  18.9777 11/08/2024
Purchase of Common Stock  329  17.7972 11/14/2024
Purchase of Common Stock  23,145  17.7972 11/14/2024
Purchase of Common Stock  156  17.7972 11/14/2024
Purchase of Common Stock  43  17.8280 11/15/2024
Purchase of Common Stock  6,161  17.8280 11/15/2024
Purchase of Common Stock  34,758  18.1966 11/18/2024
Purchase of Common Stock  87  18.0658 11/19/2024
Purchase of Common Stock  8,690  18.0658 11/19/2024

 

 

 

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.01 par value per share, of Magnera Corporation, a Pennsylvania corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: November 21, 2024

  Engine Capital, L.P.
   
  By:

Engine Investments, LLC,

General Partner

     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Jet Capital, L.P.
   
  By:

Engine Investments, LLC,

General Partner

     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Lift Capital, LP
   
  By:

Engine Investments II, LLC,

General Partner

     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Capital Management, LP
   
  By:

Engine Capital Management GP, LLC,

General Partner

     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Capital Management GP, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Investments, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Investments II, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

 

/s/ Arnaud Ajdler

  Arnaud Ajdler

 

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